4//SEC Filing
CANTOR FITZGERALD, L. P. 4
Accession 0001213900-23-092221
CIK 0001839530other
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 7:39 PM ET
Size
23.9 KB
Accession
0001213900-23-092221
Insider Transaction Report
Form 4
CFAC Holdings VIII, LLC.
10% Owner
Transactions
- Disposition to Issuer
Class B common stock
2023-11-29−494,600→ 135,000 total→ Common Stock (494,600 underlying) - Disposition to Issuer
Common stock
2023-11-29$9.99/sh−1,600,000$15,984,000→ 6,702,580 total - Other
Common stock
2023-11-29+494,600→ 6,032,100 total - Award
Common stock
2023-11-29+1,250,000→ 7,282,100 total - Award
Common stock
2023-11-29$10.00/sh+1,020,480$10,204,800→ 8,302,580 total - Disposition to Issuer
Class B common stock
2023-11-29−733,400→ 629,600 total→ Common Stock (733,400 underlying) - Other
Warrants
2023-11-29$0.08/sh+250,000$20,000→ 385,000 totalExercise: $11.50From: 2023-12-29Exp: 2028-12-29→ Common Stock (250,000 underlying)
CANTOR FITZGERALD L P
10% Owner
Transactions
- Other
Common stock
2023-11-29+494,600→ 6,032,100 total - Disposition to Issuer
Class B common stock
2023-11-29−733,400→ 629,600 total→ Common Stock (733,400 underlying) - Award
Common stock
2023-11-29+1,250,000→ 7,282,100 total - Disposition to Issuer
Common stock
2023-11-29$9.99/sh−1,600,000$15,984,000→ 6,702,580 total - Disposition to Issuer
Class B common stock
2023-11-29−494,600→ 135,000 total→ Common Stock (494,600 underlying) - Award
Common stock
2023-11-29$10.00/sh+1,020,480$10,204,800→ 8,302,580 total - Other
Warrants
2023-11-29$0.08/sh+250,000$20,000→ 385,000 totalExercise: $11.50From: 2023-12-29Exp: 2028-12-29→ Common Stock (250,000 underlying)
CF GROUP MANAGEMENT INC
10% Owner
Transactions
- Award
Common stock
2023-11-29$10.00/sh+1,020,480$10,204,800→ 8,302,580 total - Disposition to Issuer
Class B common stock
2023-11-29−494,600→ 135,000 total→ Common Stock (494,600 underlying) - Award
Common stock
2023-11-29+1,250,000→ 7,282,100 total - Disposition to Issuer
Class B common stock
2023-11-29−733,400→ 629,600 total→ Common Stock (733,400 underlying) - Other
Warrants
2023-11-29$0.08/sh+250,000$20,000→ 385,000 totalExercise: $11.50From: 2023-12-29Exp: 2028-12-29→ Common Stock (250,000 underlying) - Disposition to Issuer
Common stock
2023-11-29$9.99/sh−1,600,000$15,984,000→ 6,702,580 total - Other
Common stock
2023-11-29+494,600→ 6,032,100 total
LUTNICK HOWARD W
10% Owner
Transactions
- Other
Common stock
2023-11-29+494,600→ 6,032,100 total - Award
Common stock
2023-11-29+1,250,000→ 7,282,100 total - Award
Common stock
2023-11-29$10.00/sh+1,020,480$10,204,800→ 8,302,580 total - Disposition to Issuer
Class B common stock
2023-11-29−733,400→ 629,600 total→ Common Stock (733,400 underlying) - Disposition to Issuer
Common stock
2023-11-29$9.99/sh−1,600,000$15,984,000→ 6,702,580 total - Other
Warrants
2023-11-29$0.08/sh+250,000$20,000→ 385,000 totalExercise: $11.50From: 2023-12-29Exp: 2028-12-29→ Common Stock (250,000 underlying) - Disposition to Issuer
Class B common stock
2023-11-29−494,600→ 135,000 total→ Common Stock (494,600 underlying)
Footnotes (8)
- [F1]On November 29, 2023, the issuer consummated its initial business combination with XBP Europe, Inc. (the "Business Combination"). Upon closing of the Business Combination, shares of Class A common stock were designated as shares of common stock.
- [F2]As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", upon consummation of Business Combination and waiver of the Sponsor's anti-dilution rights in connection with the conversion, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis.
- [F3]Pursuant to that certain Forward Purchase Contract, dated March 11, 2021, by and between the issuer and the Sponsor, the Sponsor acquired an aggregate of 1,250,000 shares of Class A common stock and 250,000 warrants, each warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, for a total purchase price of $10,000,000.
- [F4]In connection with the closing of the Business Combination, these shares were issued to the Sponsor in consideration for the repayment of certain amounts owed by the issuer to the Sponsor, at a price of $10.00 per share.
- [F5]Upon closing of the Business Combination, the Sponsor distributed these shares to Cantor Fitzgerald, L.P. ("Cantor"), its sole member, and Cantor further distributed these shares to certain of its partners who are not affiliates of the issuer. Such partners of Cantor acquired these shares for an average price of $9.99 per share.
- [F6]As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
- [F7]In connection with the closing of Business Combination, the Sponsor forfeited 733,400 shares of Class B common stock.
- [F8]The Sponsor is the record holder of the shares reported herein. Cantor is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Documents
Issuer
XBP Europe Holdings, Inc.
CIK 0001839530
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001024896
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 7:39 PM ET
- Size
- 23.9 KB